TERNIUM S.A. SOCIETE ANONYMEUnderwriting Agreement • February 15th, 2011 • Ternium S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
In connection with this offering, (i) the Company and Ternium International Inc. (a subsidiary of the Company) have entered into a purchase agreement (the “Ternium Purchase Agreement”) with the Selling Shareholder, dated as of the date hereof, pursuant to which, among other things, the Selling Shareholder agreed to sell to Ternium International Inc. 41,666,666 Shares (the “Ternium Purchase Agreement Sale”), (ii) Techint Holdings S.ar.l. has entered into a purchase agreement (together with the Ternium Purchase Agreement, collectively the “Purchase Agreements”) with the Selling Shareholder, dated as of the date hereof, pursuant to which, among other things, the Selling Shareholder agreed to sell to Techint Holdings S.ar.l. 27,777,780 Shares (together with the Ternium Purchase Agreement Sale, collectively the “Purchase Agreement Sales”), and (iii) the Company has entered into a transaction and registration rights agreement (the “Transaction and Registration Rights Agreement”) with the Sel
